Walter C. Carlson

Partner


Contact

One South Dearborn
Chicago, Illinois 60603
+1.312.853.7734

wcarlson@sidley.com

Admissions & Certifications
Education
Clerkships

Walter C. Carlson

Partner


WALTER CARLSON has served as lead counsel in securities litigation, shareholder derivative suits, M&A litigation, and defense of SEC enforcement matters for more than 20 years. He has handled major matters in state and federal courts across the country. He is a co-leader of the firmwide Securities and Shareholder Litigation practice area team, and has served as a member of the firm’s Executive Committee since 2002. Walter’s experience and successes have been recognized in Chambers USA in Litigation since 2003, in Legal 500 USA for many years, in Benchmark Litigation since 2008, and in Best Lawyers since 2006. Walter was recognized as “Securities Lawyer of the Year for Illinois” for 2012 by Best Lawyers and is recognized for Bet-the-Company Litigation, Litigation - Mergers & Acquisitions, Litigation – Securities, and Commercial Litigation.

Walter regularly represents clients in major securities, shareholder derivative and M&A litigation matters. Among his recent successes are the following representative engagements:

  • Representation of Johnson & Johnson in defense of numerous shareholder derivative suits filed in the District of New Jersey and in New Jersey state court. Following dismissal of the principal consolidated amended complaint, a comprehensive settlement was achieved.
  • Representation of CNO Financial Group and its current and former officers and directors in defense of federal securities litigation in the Southern District of New York and shareholder derivative litigation filed in Indiana state court based upon the restatement of CNO’s financial statements. All suits dismissed with prejudice.
  • Representation of Exelon Corporation in defense of federal securities litigation in the Southern District of New York. Judgment entered in favor of Exelon on all claims following trial on the merits.
  • Representation of Caterpillar Inc. in the Eastern District of Wisconsin and in Wisconsin and Delaware state court in defense of shareholder litigation challenging Caterpillar’s acquisition of Bucyrus International. Plaintiffs’ motion for preliminary injunction denied.
  • Representation of Huntington Bancshares Incorporated and its directors and former officers in defense of securities litigation and ERISA litigation filed in the Southern District of Ohio and shareholder derivative suits filed in the Southern District of Ohio and Ohio state court. All complaints dismissed; ERISA case settled while pending on appeal.

Walter is the non-executive Chairman of the Board of Directors of Telephone & Data Systems, Inc. and a member of the Board of Directors of United States Cellular Corporation. He has previously served as Chairman of the Audit Committee for both of these companies.

Walter joined Sidley in 1980 and became a partner in 1986. He clerked for the Honorable Hubert L. Will of the United States District Court for the Northern District of Illinois from 1978-1980.

Experience

Additional Representative Current and Recent Engagements as Lead Counsel in Shareholder Derivative Suit Litigation

  • Representation of Caterpillar Inc. and its directors in defense of derivative suit litigation filed in the Central District of Illinois.
  • Representation of Walgreen Co. in defense of derivative suit litigation filed in the Northern District of Illinois.
  • Representation of Discover Financial Services in defense of derivative suit litigation filed in the Northern District of Illinois.
  • Representation of former Chief Financial Officer of Huron Consulting Group, Inc. in defense of derivative suit litigation filed in the Northern District of Illinois and in Illinois state court. Complaints dismissed, and dismissal of the state complaint affirmed by the Illinois Appellate Court.
  • Representation of Las Vegas Sands Corp. and its directors in defense of derivative suit litigation filed in Nevada state court. Complaints dismissed.
  • Representation of current and former officers and directors of Owens Corning in defense of state law claims of fraud and breach of fiduciary duty in New York state court. Dismissal of the complaint affirmed by the New York state appellate court.
  • Representation of current and former directors and CEO of Oglebay Norton Company in defense of state law claims of breach of fiduciary duty and fraud in Ohio state court. Dismissal of the complaint affirmed by the Ohio state appellate court.

Additional Representative Current and Recent Engagements as Lead Counsel in Securities Litigation

  • Representation of Allscripts Healthcare Solutions Inc. and its former executive officers in defense of federal securities litigation in the Northern District of Illinois. Case is pending on motion to dismiss.
  • Representation of Great Lakes Dredge and Dock Corporation and its current and former executive officers in defense of federal securities litigations in the Northern District of Illinois. Case is pending on a motion to dismiss.
  • Representation of Las Vegas Sands Corporation and its CEO and Chairman in defense of federal securities litigation in the District of Nevada. Proposed class period and claims substantially narrowed by initial motion to dismiss. Case is pending on a renewed motion to dismiss with respect to remaining claims.
  • Representation of Allscripts Healthcare Solutions Inc. and its executive officers in defense of federal securities litigation in the Northern District of Illinois. Case settled during discovery.
  • Representation of former Chief Financial Officer of Huron Consulting Group Inc. in defense of federal securities litigation in the Northern District of Illinois. Case settled during discovery.
  • Representation of Sea Containers Ltd. and three of its current and former officers and directors in defense of federal securities litigation in the Southern District of New York. Dismissal of the complaint affirmed by the Second Circuit.
  • Representation of Centene Corporation and its executive officers in defense of federal securities litigation in the Eastern District of Missouri. Dismissal of the complaint affirmed by the Eighth Circuit.
  • Representation of current and former officers and directors of Owens Corning in defense of federal securities litigation in the Northern District of Ohio. Dismissal of the complaint affirmed by the Sixth Circuit.

Additional Representative Current and Recent Engagements as Lead Counsel in M&A Litigation

  • Representation of SXC Health Solutions Corp. in defense of litigation in Delaware state court challenging SXC’s acquisition of Catalyst Health Solutions, Inc.
  • Representation of Alberto Culver Company and its directors in defense of litigation in Delaware state court, in the Northern District of Illinois, and in Illinois state court in defense of shareholder challenges to Unilever’s acquisition of Alberto Culver.
  • Representation of Discover Financial Services in Connecticut state court in defense of shareholder litigation challenging Discover’s acquisition of Student Loan Corporation.
  • Representation of Exelon Corporation in its hostile bid for NRG Energy, Inc. in Delaware state court and in the Southern District of New York.
  • Representation of Ventana Medical Systems Inc. and its directors in defense of litigation in the District of Arizona and in state court in Delaware and Arizona in connection with the hostile bid for Ventana by Roche.
  • Representation of Eli Lilly and Company in defense of shareholder challenges to Lilly’s acquisition of ImClone Corporation in state court in New York.
  • Representation of The ServiceMaster Company and its board of directors in defense of shareholder challenges to the acquisition of ServiceMaster in state court in Tennessee, Illinois and Delaware.
  • Representation of CDW Corporation and its board of directors in defense of shareholder challenges to the acquisition of CDW in the Northern District of Illinois and state court in Illinois.
  • Representation of First Data Corporation and three of its directors in defense of shareholder challenges to the acquisition of First Data in state court in Colorado and Delaware.
Memberships & Activities
Walter is a member of the firm’s Executive Committee as well as Co-Chair of the firm’s Diversity Committee. Walter is an active participant and leader in his community where he has served as Vice-Chair of the Chicago History Museum. He also served two four-year terms as a member, including one term as President, of the Board of Education for Evanston/Skokie School District 65. He is a member of the Economic Club of Chicago, the American Bar Association, the Seventh Circuit Bar Association, the American Judicature Society, and the Supreme Court Historical Society.
News & Achievements
Events
  • Presentation at the Firm’s Third Annual HR Council, “Whose Really Reading Your Compensation Disclosure? Understanding the Perspectives of the SEC, ISS and Plaintiffs Lawyers,” October 10, 2013
  • Presentation at the Firm’s 2013 Corporate College, “Defending Corporate Officers and Directors,” October 3, 2013
  • Panelist at Sandpiper Partners’ “Annual Securities Litigation & Enforcement Update,” April 18, 2013
  • Co-Presenter at Society of Corporate Secretaries & Governance Professionals, “Taking Minutes: The Basics and Why They Matter,” November 15, 2012